These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and MediQ AI ("Agency," "we," "us," or "our"), a marketing automation agency based in Miami, Florida.

By engaging our services, signing a proposal or contract, or communicating with us in connection with our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you do not agree to these Terms, you may not use our services.

We provide marketing automation services, including but not limited to:

• GoHighLevel (GHL) CRM setup, configuration, and management
• SMS and email marketing automation workflows
• Lead nurturing sequences and pipeline management
• Appointment booking and reminder automations
• Reputation management and review request campaigns
• Sales funnel and landing page development
• Ongoing workflow optimization and consulting

The specific scope of services provided to you will be outlined in a separate Statement of Work, proposal, or service agreement. In the event of a conflict between these Terms and a signed agreement, the signed agreement shall control.

To allow us to deliver services effectively, you agree to:

Access & cooperation

• Provide timely access to accounts, platforms, and assets needed to perform services
• Designate a point of contact who can provide approvals and feedback
• Respond to requests for information or approvals within a reasonable timeframe
• Provide accurate, complete, and up-to-date information about your business

Compliance

• Ensure you have proper consent from contacts before we send communications on your behalf
• Comply with all applicable laws, including CAN-SPAM, TCPA, and applicable state regulations
• Not use our services for any unlawful, deceptive, or spammy purpose
• Maintain proper opt-in records for all SMS and email marketing audiences

Where our services include SMS or text message marketing on your behalf, the following additional terms apply:

Opt-in & consent requirements

• All SMS campaigns must have documented, explicit opt-in consent from recipients
• Opt-in language must clearly state the nature of messages, frequency, and that message and data rates may apply
• You must maintain records of all opt-in consents for a minimum of 4 years
• Consent collected via web forms must include an unchecked, optional checkbox — pre-checked consent is not valid

Opt-out & compliance

• All SMS messages must include opt-out instructions (e.g., "Reply STOP to unsubscribe")
• Opt-out requests must be honored immediately and contacts must be placed on Do Not Contact status
• We reserve the right to suspend SMS services if your account exceeds carrier error rate or opt-out rate thresholds

10DLC & carrier registration

For U.S.-based SMS campaigns, all messaging must be registered under an approved A2P 10DLC campaign. You agree to provide accurate business and campaign information required for registration. Failure to maintain compliant 10DLC registration may result in message filtering or suspension by carriers.

Payment terms will be specified in your service agreement or proposal. The following general terms apply:

Invoicing & due dates

• Invoices are due upon receipt unless otherwise stated in your agreement
• Recurring retainer fees are due on the first of each billing period
• We reserve the right to pause services on accounts with outstanding balances exceeding 14 days past due

Refunds & cancellations

• All fees paid are non-refundable unless otherwise agreed in writing
• Cancellation of services requires written notice as specified in your agreement (typically 30 days)
• Work completed up to the date of cancellation will be invoiced in full
• Setup fees and onboarding fees are non-refundable under any circumstances

Third-party costs

You are responsible for all third-party platform costs associated with your services, including but not limited to GoHighLevel subscription fees, SMS/phone number costs, domain registration, and advertising spend. These costs are separate from our agency fees unless explicitly included in your agreement.

Your content

You retain ownership of all content, branding, trademarks, and materials you provide to us. By providing such materials, you grant us a limited, non-exclusive license to use them solely for the purpose of delivering services to you.

Our work product

Upon receipt of full payment, you own the deliverables we create specifically for you (e.g., custom workflows, copy, funnel pages). However, we retain ownership of all underlying frameworks, templates, methodologies, tools, and general-purpose assets used in the creation of those deliverables.

Agency materials

Our proprietary automation frameworks, workflow templates, training materials, and systems documentation remain our exclusive intellectual property and may not be copied, resold, or distributed without our written consent.

Each party agrees to keep confidential any non-public, proprietary, or sensitive information disclosed by the other party in connection with these Terms ("Confidential Information"). This includes, but is not limited to, business strategies, client lists, pricing, technical systems, and financial data.

Neither party shall disclose Confidential Information to any third party without prior written consent, except as required by law or as necessary to perform the services (e.g., sharing with subcontractors under confidentiality obligations).

This confidentiality obligation survives the termination of your engagement with us for a period of two (2) years.

Our services are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

No guarantee of results

We do not guarantee specific marketing results, lead volumes, revenue increases, or conversion rates. Marketing performance depends on many factors outside our control, including your industry, market conditions, offer quality, and audience responsiveness.

Third-party platforms

We are not responsible for downtime, policy changes, or service interruptions caused by third-party platforms such as GoHighLevel, Twilio, Google, Meta, or any other provider we use on your behalf. We will make reasonable efforts to minimize disruption but cannot guarantee uninterrupted service.

To the fullest extent permitted by applicable law, our total liability to you for any claims arising from or related to our services shall not exceed the total fees paid by you to us in the three (3) months preceding the claim.

In no event shall we be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or reputational harm, even if we have been advised of the possibility of such damages.

This limitation applies regardless of the legal theory under which the claim is brought, including contract, tort, negligence, or strict liability.

You agree to indemnify, defend, and hold harmless our agency, its owners, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms
• Your violation of any applicable law or regulation, including TCPA, CAN-SPAM, or GDPR
• Your use of our services in a manner not authorized by these Terms
• Any content or materials you provide to us that infringe on a third party's rights
• Your failure to obtain proper consent from contacts prior to messaging

Termination by client

You may terminate services by providing written notice as specified in your service agreement. You will remain responsible for all fees incurred through the end of the notice period.

Termination by agency

We reserve the right to suspend or terminate services immediately, without notice, if:

• You breach these Terms or your service agreement
• You use our services for unlawful, abusive, or spammy purposes
• Your account poses a risk of carrier suspension due to non-compliant messaging practices
• Payment is not received within 14 days of the due date after notice

Effect of termination

Upon termination, we will cease all services and you will retain access to deliverables paid in full. We will make reasonable efforts to transition assets and access to you within 14 business days of termination.

These Terms shall be governed by and construed in accordance with the laws of the State of Kentucky, without regard to its conflict of law provisions.

Any disputes arising from or related to these Terms or our services shall first be subject to good-faith negotiation between the parties. If a resolution cannot be reached within 30 days, disputes shall be resolved through binding arbitration in Louisville, Kentucky, in accordance with the rules of the American Arbitration Association.

You waive any right to a jury trial and agree that all claims shall be brought in your individual capacity, not as part of a class action.

We reserve the right to modify these Terms at any time. When we make material changes, we will update the effective date at the top of this page and, where appropriate, notify you by email or through our platform.

Your continued use of our services after changes become effective constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must discontinue use of our services and provide notice of termination per Section 11.

For questions about these Terms or to exercise any rights described herein, please contact us: